Operation: Barnacles
by Walle N Eva
Summary: This is an Octonauts/Club Penguin crossover. What if another polar bear came to the island and was mistaken for Herbert? What if the Octonauts came to CP? What if five penguins suddenly went missing? It's not a what if... It's Operation: Barnacles! My first Fan-fic, enjoy :)
1. Chapter 1: The Octonauts

**Hi, welcome to my first Fan-fic :) I do not own any of the Octonaut or Club Penguin characters, they are owned by Meomi and Disney respectively. The only characters I own are Walle N Eva (my penguin), Prinsessrock, Lennyice and Tweakbunny, which are some of my penguin friends on CP. Cover art belongs to, and was done by me.**

**For those of you who don't know, the Octonauts are a crew of eight animals, who explore and protect the ocean from their underwater submarine, the Octopod. There's, Captain Barnacles Bear, Lieutenant Kwazii Cat, Peso Penguin, Shellington Sea Otter, Tweak Bunny, Dashi Dog, Professor Inkling Octopus, and Tunip the Vegimal (part vegetable/****part animal).**

**OK, now let's begin...**

* * *

It was another fine day under the sea in the Octopod, fish were swimming by happily, while Lieutenant Kwazii Cat played pirate ping-pog with Captain Barnacles, the polar bear.

It was 20 all, Barnacles was about to score another point when... the Octo-alert sounded!

"Woop woop, woop woop,"" Yeaow!" The ping-pong ball hit Kwazii on the head.

"Sorry Kwazii." Barnacles apologized, "We'd better get to HQ".

"Right you are Captain!" Kwazii said as he somersaulted into the tube.

At the Octopod HQ, Dashi Dog explained what had happened, Peso the penguin medic, and Shellington the sea otter scientist, had been helping sea animals in a cave, when a rock slide had trapped them.

"Ok, Tweak are the Gups ready?" Barnacles turned to the bunny engineer.

"Ship shape and ready to go Cap." Tweak smiled "The Vegimals have been helping me repair them."

"Let's go save our shipmates!" Kwazii called as he ran to the tube again.

At the Lunch Bay Professor Inkling octopus and the Vegimals watched as the Octonauts left in the Gup submarines to save their friends.

...

Meanwhile Peso and Shellington were trying to find a way out of the blocked cave.

"What should we do now?" Peso asked,

"We'll just have to wait here until Barnacles and Kwazii come." Shellington replied.

Just then a rock began to move and familiar voices were heard beyond the rock wall, "Shellington, Peso are you alright?"

"Captain, we're ok, just stuck." Peso answered, just as a rock was removed and Kwazii stuck his head through.

"Just a few more rocks and we'll have ya out mateys." He smiled.

Soon Shellington was free, Kwazii called for Peso to come out, "Be careful Peso those rocks are beginning to look unsteady..." he warned, then suddenly some rocks began to fall.

Kwazii reached for Peso's flipper and...


	2. Chapter 2: Welcome to Club Penguin

**The story's based around two weeks after Operation: Blackout, in this chapter you'll meet my penguin and my friends. Oh and our puffles, PIXAR, Poppy and Purplepie.**

* * *

..."Prinsessrock, Tweakbunny, Lennyice! Aren't you coming?" Walle N Eva, an orange penguin with blonde hair called, as she opened the door of her igloo.

"Oh, it was just getting to a good bit..." Prinsessrock, a pink coloured penguin with brown hair, sighed,

"Can't we read a bit more?" Tweakbunny, a purple penguin with pink hair asked.

"Come on, I know you like the Octonauts, but why don't we go to the Coffee Shop for a nice cup of hot chocolate? It's almost Christmas and we've been so busy with all the shopping, why don't we have a rest in the Coffee Shop?" Walle N Eva smiled, as her red puffle PIXAR pulled on his lead.

"Ok, Eva." Lennyice, a navy blue penguin sighed as he waddled to the door.

Prinsessrock put the Octonauts newsletter down; put her pink Puffle, Poppy, onto her lead and went to the door. Tweakbunny followed with her purple puffle, Purplepie.

...

The four friends waddled through the streets of Igloos, crisp snow lay on the ground while the sun shone in the sky; a cold breeze blew, but the four penguins didn't mind, neither did their pet puffles.

"It's a lovely day here on Club Penguin Island isn't it?" Eva smiled.

"Yes it is." Tweakbunny agreed.

"It would be better if I knew what happened to Peso in that newsletter." Prinsessrock grumbled.

"Oh, cheer up Prinsessrock." Eva sighed.

The Town came into view; many other, different colored penguins waddled around, some were wearing warm coats, others T-shirts, some were in suits and dark shades, some had dark hair, others blonde; some didn't have any hair at all. Many other penguins were walking their puffles too. There were three buildings in the Town, the Clothes Shop, the Dance Club and the Coffee Shop.

The four friends waddled into the Coffee Shop, sat on the comfy chairs and each had a cup of hot chocolate, while their puffles had some cookies.

They watched some penguins making smoothies at the smoothie smash shack in the corner of the Shop.

"Ok, now what shall we do?" Eva asked once she'd finished her hot chocolate,

"I'm going to go to the Iceberg," Tweakbunny said "to play in the Aqua Grabber under the sea." The Aqua Grabber was a submarine built by Gary the Gadget Guy, a famous Club Penguin scientist, for penguins to use to explore the bottom of the sea.

"Ok, can I get back to the Octonauts newsletter then?" Prinsessrock mumbled.

"I know lets go to Ski Hill and have a Sled Race!" Lennyice exclaimed.

"Ok, Ski Hill it is then. See you later Tweakbunny." Eva waved as Tweakbunny went out the door.

"Didn't anyone hear me?" Prinsessrock asked,

"Come on you two, lets go to the Ski Hill!" Lennyice said leading the way,

"I guess not..." Prinsessrock sighed and reluctantly followed.


	3. Chapter 3: An unexpected visitor

Meanwhile under the sea, just beyond the shores of Club Penguin, Peso the Octonaut was swimming around doing checkups on local sea animals, and sea life.

"Octopod to Peso, come in Peso." His communicator rang, "Peso here, reading you load and clear Captain." He replied.

"How's the check-up going?" Barnacles asked.

"It's going good, I've checked a swarm of Fluffy fish, they seem fine, and so do the Grey fish, the crabs are a crabbier than usual, but other than that it's just a bit cold here."

"Well, we are near the Antarctic Peso."

"Yes and I can't wait to see my family again, for Christmas."

"Alright Peso, once you've finished the checkups come back to the Octopod and we'll set a course for the Antarctic. Barnacles, over and out."

"I can't wait to see my little brother Pinto again." Peso smiled, "Alright next patient."

A huge Mullet fish swam over to the little penguin, Peso's eyes grew wide, "Gulp, err nice fishy good fishy, I'm just going to give you a check up. Umm, say 'Aaaaa' for me please."

The Mullet looked angrily at Peso and growled,

"Aaaaa!" Peso cried as the Mullet began to chase him.

Peso swam across the reef trying to get away from the Mullet; he thought he saw a Giant Squid shadowed in the deep, as the Mullet still chased him.

"Peso to Octopod, I'm having a little trouble with a Mullet fish, it won't sto... CRASH!"

Peso didn't look where he was going and crashed straight into the Aqua Grabber. All Peso saw was a large shadow loom over him and then, everything went dark.

...

When Peso came too, he found himself on a large iceberg with a purple penguin, who had pink hair, and was wearing a pink and grey stripy T-shirt, looking down at him.

"Are you ok Peso?" she asked, "You just swam right into the Aqua Grabber!"

"Ohh," Peso rubbed his head, "I think I am, but how did you know my name?"

"I'm a great fan of the Octonauts, so are my friends, we've heard of all of your adventures, and how you've explored, rescued and protected the ocean."

"Wow, I didn't know we were famous." Peso gasped as he picked up his medical bag from a purple fluffy thing.

"Well, me and my friends know about you. I don't know if other penguins have heard about you, I'm sure some must have. By the way the name's Tweakbunny."

"I see, I have a friend called Tweak. Um what's that strange purple furry thing?"

"That's my puffle Purplepie."

"A puffle?"

"Yes a puffle, she's my pet."

Peso then noticed an island not very far away, "What's that?" he asked, Tweakbunny smiled,

"That's Club Penguin Island, where me and my friends live. Hey, why don't you come and meet them!"

...

Peso and Tweakbunny were soon on the island, "This is the Cove," Tweakbunny told Peso, "where we go surfing or tell stories round the campfire."

Peso looked out to sea, and saw some penguins surfing, "I better tell the Octonauts where I am; they'll be worried." He explained as he pressed his communicator on his collar, "Peso calling Octopod, come in Octopod."

"Coming in load and clear Peso, are you ok, where are you?" Barnacles asked over the communicator.

"I'm ok, just a little bruised, a penguin nearby saved me, and brought me to an island just off the reef I was at. The island's called Club Penguin."

"Ok, Peso do you want us to pick you up?"

"Oh do you have to leave, you haven't met my friends yet." Tweakbunny said sadly.

"Um, Captain I won't need to be picked up yet, I'm going to have a look around with my new friend."

"Ok Peso, call us when you're ready. Barnacles out." Peso turned to Tweakbunny.

"Come on, my friends should be nearby." Tweakbunny smiled as she led the way to the Forest.


	4. Chapter 4: The Forest kidnap

"This is the Forest." Tweakbunny explained, "Me and my friends love to play hide and seek here."

"Oh, it looks kind of spooky here." Peso shivered looking at the dark trees and bushes.

"Hey look there are my friends now!" Tweakbunny pointed further up the path and ran to meet them, leaving Peso behind.

Suddenly the bushes rustled beside Peso, he gasped, then relaxed, "Hey there little crab," Peso smiled, "are you ok?"

"Is this the agent Klutzy?" the crab seemed to whisper in a deep voice as he clicked his pincers.

"They could be in disguise." The voice didn't seem to be coming from the crab.

Peso wasn't sure about this; he turned on his communicator, "Err Captain..." "Yes, is everything ok?" Barnacles voice crackled.

"Klutzy, only an agent would have something like that..." It sounded like the voice was coming from inside the bush.

"Ummm..." Peso's grip tightened on his medical bag as the bush began to shake, and then...

"Flappity Flimmphers" Peso's cry was muffled as a huge white furry arm shot out; grabbed him, and pulled him back into the bush.

...

"Peso's here, I found him and brought him here!" Tweakbunny excitedly told her friends, her puffle following behind her, "Look he's just over there!" she pointed to a spot in the forest.

"Tweakbunny, there's no one there!" Prinsessrock looked crossly at her friend.

"But he was there only a second ago." Tweakbunny said puzzled.

Walle N Eva noticed something, "Umm guys, there is someone there." A crab stood beside the bush,

"Klutzy!" the four penguins gasped at once.

Klutzy the crab quickly jumped into the bushes as the four penguins, with their puffles, ran over to him.

"He's gone," Eva sighed, as she peered into the bush, "but look at what someone left behind." She pulled a piece of white fur out of the bush,

"Now there's only one person we know on Club Penguin, that has white fur and a crab sidekick."

"Oh no, Herbert! That mean polar bear must have kidnapped Peso!" Tweakbunny gasped.

"Tweakbunny we don't know that!" Prinsessrock agrued, "Herbert might just have been spying on you."

"But that wouldn't explain why Peso isn't there."

"Peso hasn't been here at all!"

"But... he was!"

"Ok, ok, stop arguing please." Eva said as she noticed something else behind the bush,

"We may not know for certain if Peso has been here, but we do know that Herbert and Klutzy have been here." She pointed to some polar bear footprints in the snow.

"And it's our job, as part of the Elite Penguin Force, to track Herbert down and stop his evil plans." Eva said as she put some spy shades on.

"Ok!" Lennyice exclaimed as he put a spy mask on, "Lets follow those foot prints!"


	5. Chapter 5: Peso's missing!

**In the previous chapter, Peso had just been caught by... Herbert, and four EPF agents are looking for them both. Now lets see what's happening back at the Octopod...**

* * *

"Peso, Peso, come in Peso..." Barnacles the polar bear said into the microphone at the Octopod,

Peso didn't respond.

Barnacles sounded the Octo-Alert "Octonauts to the HQ!" he ordered.

Once everyone was at the HQ Barnacles explained what had happened,

"We've just lost contact with Peso, he was with another penguin at the time as far as we know. And a deep voice said something odd just before he cried out and we lost contact. Actually the voice seemed rather familiar, but I can't remember where I've heard it before."

"Arrr, I know what's happened to our shipmate, Captain." Kwazii Cat emerged from the shadows,

"He's been kidnapped by the Giant Furry Mutant Crab!"

"The what?" Shellington the sea otter looked rather puzzled.

"The Giant Furry Mutant Crab! He's a giant mutant crab with fur (obviously), and he lurks on lonely islands. Waiting for the right moment to pounce on un-expecting penguins that stray too close! I've heard many a story of this beast near these islands, can't wait to find it! Yarhar!"

"Well mutant crab or not, Peso is missing, and we need to find him." Barnacles said,

"Tweak get the Gup A ready, me and Kwazii are going to go look for Peso."

"Got it Cap!" Tweak smiled.

...

Soon the two Octonauts were on their way to Club Penguin in the Gup A.

"I hope Peso's alright." Barnacles muttered as they surfaced.

"Wow!" Kwazii exclaimed "That's one strange penguin island, look there's even a Lighthouse on it!"

"This does seem a bit strange." Barnacles agreed, "Why don't we start searching for Peso there?"

"Ok Captain." Kwazii turned the Gup A and headed for the Lighthouse.

...

Meanwhile further along the island at the Ski Village, a green penguin wearing a red propeller cap, shades, and a red Hawaiian shirt, was eating an ice-cream.

"Agent Rookie!" A dark blue penguin, wearing a lab coat and large glasses, waddled over. "Why are you eating ice-cream on the job?"

"Hey Gary, um what job?" Rookie the green penguin asked.

Gary sighed, "Four EPF agents called me on their spy phone, not long ago, saying that they have spotted Klutzy running around in the forest, and have found some paw-print tracks leading deeper into the forest."

"Herbert!" Rookie exclaimed.

"Yes I presume that too, so your mission is..."

"To go and help them track him down in the forest?"

"No... I want you to go to the beach, to the Lighthouse Beacon and see if you can see anything from up there."

Gary knew that Rookie was less experienced than the other agents, so he wanted him out of the way while the agents tracked Herbert.

"Oh, ok Agent G" Rookie looked downcast,

"Report back to me when you're done." Gary called as Rookie waddled towards the Lighthouse, still holding his ice cream.


	6. Chapter 6: The search begins

Captain Barnacles and Kwazii arrived at the Lighthouse Beach, and began their search.

"Yeaow!" Kwazii exclaimed as he ran over to a large pirate ship docked next to the Lighthouse.

Barnacles didn't notice him climb aboard the ship,

"What a beauty." Kwazii smiled as he patted the mast,

"This ship be the Migrator." A red penguin with a black beard and pirate hat, hollered from the wheel, making Kwazii jump,

"And I be her captain, Captain Rockhopper. Now who be ye?"

"I be Kwazii Cat of the Octonauts, former pirate of the seven seas!" Kwazii enthusiastically replied.

"Arr a pirate Cat aey, well nice t'meet a fellow buccaneer, me harty's." Rockhopper swung down to the decks, to where Kwazii stood.

"What be that on your shoulder Captain? It be an odd looking Parrot." Kwazii asked noticing the strange furry thing.

"This be no parrot this be me red puffle Yarr." Rockhopper chuckled.

"A... puffle?"

"Yes I found him out on the open seas upon a plank o drift wood, I rescued him and raised him. We've been friends ever since..."

...

Barnacles had been searching for Peso on the beach for a while.

"Where could Peso be? What do you think Kwazii? Kwazii?" Barnacles turned round and spotted him on the deck of the ship,

"Kwazii!" Barnacles began to run towards the Migrator,

"We're supposed to be looking for PesOH!" Barnacles ran straight into Rookie, knocking them both onto the floor!

"Oh, I'm sorry are you ok?" Barnacles stood up and held out his paw to the penguin, whose face was now covered in ice cream.

"Oh it's ok; I'm always causing accidents or getting into trou..." Rookie stopped as he looked up, his eyes grew wide.

"HERBERT!" he screamed.

He crawled backwards in shock and slipped as he tried to get up.

"Herbert?" Barnacles pondered as he watched the penguin anxiously run back to the Ski Village.


	7. Chapter 7: The Lair

**So, we left our four EPF agents following some footprints back in the Forest, a few chapters ago. Lets see how they're getting on...**

* * *

"Look what Purplepie's found!" Tweakbunny called to her friends,

"What is it now Tweakbunny? We've been following these tracks for ages." Prinsessrock grumbled with her pink puffle in hand.

"It's Peso's medical bag!" Tweakbunny exclaimed pointing to the bag Purplepie held in her mouth.

"So Peso is here on Club Penguin!" Lennyice gasped.

"Tweakbunny was telling the truth." Eva realized, "Which means that Herbert has captured him. We need to hurry."

The four penguins, and their puffles, began to pick up the pace, and soon found themselves before a large cave.

"The tracks lead inside." Prinsessrock whispered,

"Ok, be careful guys, and be quiet." Eva told her friends as she and her puffle, PIXAR began to creep into the cave.

Prinsessrock hugged her puffle as they went deeper and deeper into the darkness.

Eventually they heard voices and saw a dim light up ahead, without a sound they crept around the corner, and quickly hid behind a boulder. Eva and Prinsessrock peeked over the boulder, Prinsessrock quietly gasped. There stood Herbert P. Bear Esquire next to a cage which held a very scared Peso penguin,

"Come on; lets rescue Peso." Prinsessrock whispered beginning to get up. Eva pulled her back down,

"If we stay quiet for a bit we may find out Herbert's plans. Also I have a plan" She whispered her plan quickly to her friends.

They continued to watch while their puffles kept quiet behind them, Klutzy stood nearby clicking his pincers agitatedly, as if trying to tell Herbert something.

"Quiet Klutzy!" Herbert growled in his deep voice,

"So, you've been the one foiling my plans, agent!" Herbert turned to Peso, an evil grin on his face.

"W,w,what?" Peso stammered in fright.

"Finally, I've caught one of the penguins that have foiled my plans for the last time!"

"What p, p, plans?"

"Don't mess with me agent!" Herbert roared angrily,

"I know what you're capable of, you and your Elite Penguin Fool friends have foiled my plans to keep myself warm countless times! All I've ever dreamed is going to a warm quiet land, and yet I'm stuck on this cold miserable island, where all you penguins seem to do is Party and make too much noise!"

"W, w, well, you could just ask them nicely to be quieter, and wear a scarf." Peso cautiously asked.

"What?! No I want revenge! Revenge on those silly EPF agents who think they're smarter than me, who've humiliated me, who've caged me, who've saved CP from my selfish rule, and you're one of them!" Herbert pointed at Peso.

"B, b, bu..." Paso stammered.

"Herbert thinks Peso is one of us!" Prinsessrock whispered in shock to her friends.

"So with you trapped here," Herbert continued, "your agent friends will come looking for you, and I'll be waiting for them. And once I've kidnapped them, no-one will be able to stop me from taking over Club Penguin again! MWA HA HA HA HA!" He laughed triumphantly.

"Yes, except for US!" Eva and Prinsessrock jumped out from behind the boulder, followed by Tweakbunny and Lennyice.

"YOU!" Herbert gasped outraged,

"We meet again Herbert," Eva frowned.

"All four of us do!" Prinsessrock turned to her three fellow agents.

"This doesn't make sense, Klutzy what's going on?" Herbert turned to his crab minion, Klutzy clicked his pincers.

"What do you mean this one's not an agent?" Herbert looked at Peso.

"Klutzy's right, Peso's not an EPF agent, he's an Octonaut." Lennyice explained.

"Well EPF agent or not, this penguin has lead you agents right to me, and you will not escape again. Minions grab them!" Herbert ordered as crabs came scuttling in.

"Can't catch me!" Prinsessrock swerved as the crabs lunged at her,

"Get the keys!" Eva told her friends as she dodged another crab.

Herbert sighed as he watched his minions falling over each other, trying to catch the agents

"Do I have to do everything myself?" he sighed.

Tweakbunny ran to the keys lying on Herbert's work desk, she grabbed them, but Herbert knocked her over; the keys flew into the air. Herbert pushed Tweakbunny to his crab minions as he ran after the keys. Prinsessrock grabbed the keys, she and Lennyice quickly tried to unlock the cage, but Herbert stopped them.

Eva turned and saw that her friends had been tied up by the crabs,

"Where's Herbert?" she said realizing he'd vanished while she'd been busy dodging crabs.

Suddenly she heard someone laugh behind her, and before she could turn around everything went dark.

...

When Eva came to, she found herself behind bars with Peso along with her friends.

"Isn't that you Tweakbunny?" Peso whispered,

"Yes it's me, and these are my friends. But please don't tell Herbert who we are, he doesn't know our identities yet." Tweakbunny whispered back, as Herbert gloated over his success.

"Well my plan's working perfectly, and none of you can call for help, because I've taken your spy phones!" Herbert laughed.

Eva turned to the boulder, the puffles PIXAR, Pinky and Purplepie, who was still holding Peso's medical bag, peeked over it. Eva nodded to them, they began to quietly make their way out of the cave and went to look for help. Eva had told the puffles to stay behind, as part of the plan, in case they needed help.

"You'll never get away with this Herbert!" Prinsessrock cried angrily,

"Oh really? I just have! And soon I'll capture all you agents, and I'll finally know all your identities!" Herbert laughed.

"The only question I have now is, if you're not an agent," he turned to Peso,

"then WHO are you?"

"I, I, I'm Peso of the O, o, octonauts." Peso gulped.

"The Octonauts?" Herbert looked puzzled.

"Yes, I'm th,the medic of the Octonauts, I help any creature that is sick or hurt. The Octonauts motto is to Explore, Rescue, and Protect the ocean."

"Now who would want to do that?" Herbert asked sarcastically.

"My friends, who are also Octonauts. We travel the world, me, Kwazii Cat, Dashi Dog, Professor Inkling Octopus, Tweak Bunny, Barnacles Bear, Shellington Sea otter..."

"Wait did you say Barnacles Bear?!" Herbert asked astounded,

"Umm yes, Barnacles the Polar Bear, he's the captain of the Octonauts."

"What!? That polar bear, Barnacles Bear!"


	8. Chapter 8: Suspect1

**Here's chapter 8, containing the explanation on how Herbert knows about Captain Barnacles. OK, We left Barnacles a few chapters ago, back at the Beach near the Lighthouse. He bumped into Rookie, and as a result, Rookie's now running back to the Ski Village after shouting "HERBERT!"...**

* * *

"G, G, Agent G!" Rookie cried as he ran through the Ski Village,

"What is it Rookie?" Gary asked looking up from his notepad, a bit surprised that Rookie had returned so soon.

"You look like an ice cream Rookie! What news do you have?" Gary chuckled, handing Rookie a wipe.

"Herbert's... at ...the ...Beach!" Rookie wheezed catching his breath,

Gary looked seriously at him, "Are you sure it wasn't a snowman." He asked.

"No! I bumped into him and got covered in ice cream, it wasn't a snowman! It was Herbert!"

Just then Gary saw someone walking towards them from the Beach,

"Wait, what did you say?" Barnacles called as he walked along the path towards the village.

"See it is Herbert!" Rookie hid behind Gary, who quickly got his spy phone out,

"Calling all agents, Suspect#1 is near the Ski Village, Repeat, Suspect#1 is near the Ski Village; stand by for orders!"

The Director of the EPF called Gary and they quickly thought up a plan to capture the polar bear.

...

"Suspect#1 is near the Ski Village?" Herbert echoed, puzzled as he heard what G said on the agents spy phones,"But I'm here, on the other side of the island."

"Barnacles!" Peso gasped,"He must have come looking for me. Oh dear."

"Ha ha, those pathetic penguins think he's ME! HAHAHA!" Herbert laughed,

"How do you know about Captain Barnacles?" Lennyice asked confused.

"Well, you agents know I'm from the North Pole," Herbert began, "where other polar bears live. Well in my younger days me and Barnacles used to play together with other bears. Barnacles was an energetic young bear who loved the cold, the sea, and adventure, kind of like you penguins. He was always leading us around looking for things to discover, he made friends with many sea creatures. Also he'd take the other polar bears swimming, while I sat alone shivering on the icy shores. 'It's not too cold if you keep moving.' He would always tell me, eventually he even convinced me to go into the water and try and swim, but I just sank like a stone. Barnacles saved me and took me to the shore, but I never forgave him for making me go in the water, and from then on I despised him."

"As I grew older I began to make machines and contraptions to make our lives easier, and warmer, but no one appreciated them. Then one day an octopus was found on the shore, he said he was searching for adventurers to be part of his team to explore the ocean. I wasn't interested in the sea, I hate water; I wanted to go somewhere warm. No one else seemed interested except for Barnacles, I watched as they talked about something called an Octopod, and protecting the ocean. A few days later Barnacles announced his departure, 'good riddance' I thought to myself, but then he said that he'd be moving to warmer water. I couldn't believe it, as I watched him leave; HE was going to somewhere warmer, whereas I was stuck here in the frozen North! I wish it had been me that had gone with the octopus, and from then on I thought of a plan to escape the freezing wasteland, but it only got me stuck here! And well you agents know what happened after that!" Herbert finished angrily, as a crab came in with a photo in his claw.

"So this is what Barnacles looks like now." Herbert took the photo from the crab.

"Well I'm glad you didn't join the Octonauts, otherwise you would have just used the Octopod for yourself, and have gone to a warm island without helping other sea creatures in distress!" Prinsessrock cried angrily,

"Octopod?" Herbert turned round,

"Yes, you heard Inkling Octopus talking about the Octopod, a large octopus shaped submarine, that's the Octonaut's home away from home. We use it to explore the ocean. It also holds all our Gups which are smaller submarines." Peso explained.

"I see, is it near this island?" Herbert seemed rather interested,

"Yes it is, it's just beyond Club Penguin's shor..." Eva covered Peso's mouth but it was too late, an evil grin appeared on Herbert's face.

"Finally I'll be able to escape this miserable island, HAHA!"

"Operation: Barnacles has begun!" he laughed as he stuck the photo of Barnacles onto his notice board.

* * *

**Dun Dun Duuunnn! Operation: Barnacles has begun...**


	9. Chapter 9: Herbert who?

Barnacles came to the Ski Village unaware of an ambush laying in wait for him,

"Hello? I thought I saw the green penguin here." He said to himself.

The village was oddly quiet and no penguin was in sight, apart from a snow sculpture of a penguin.

"Hello is anyone there? Huh?" he thought he saw the snow-penguin move her mouth, then he heard a noise above him.

Barnacles looked up and a large fishing net fell on top of him, he tried to get up but heavy weights held the net down,

"What's going on?" he said puzzled as the snow-penguin took her disguise off, revealing that she was an ordinary purple penguin.

Other penguins began to emerge from their hiding places, and tie the net up. Then a red penguin wearing a jetpack flew down from the sky and tied Barnacles hands and feet together.

"Good work Jet Pack Guy and Dot." Gary emerged from the Ski Lodge, with Rookie trembling behind him,

"Thanks Agent G." JPG replied.

"Now what will we do with Herbert?" Gary turned to Barnacles,

"Herbert? Who's Herbert?" Barnacles was very confused.

"You are, don't try and fool me Herbert, I may have accidently helped you escape once, but I won't make the same mistake again." Rookie gulped, as Gary reported back to the Director.

"Herbert who?" Barnacles stared at the penguins around him,

"Herbert P. Bear Esquire." Gary stared back through his glasses.

"Herbert Percival Bear?! Oh no I'm not him, I'm Captain Barnacles of the Octonauts."

"No you're n, not, y, you're not going to f, fool me again." Rookie stammered. "Y, you're Herbert, who captured me and froze me in your Lair. You've destroyed the PSA and almost the EPF, you've tried to stop our parties, you've almost sunk the island, and recently you took over the island for yourself!"

"What?" Barnacles gasped, "But, Herbert would never do that, I would never do that. I don't understand." Now he was even more confused.

...

Meanwhile back on the Migrator, Kwazii noticed that Captain Barnacles was missing,

"Captain Barnacles? Captain?" he called as he made his way off the ship.

"Who be this Captain Barnacles ye be callin' for?" Rockhopper asked as he followed him.

"He be the Captain of the Octonauts, who I be a part of. We were looking for me shipmate Peso penguin, I thinks he's been captured by the Giant Furry Mutant Crab!"

"Ie, that monster's been sighted here, but that be a long time ago now." Rockhopper stroked his beared, as three puffles bounced over to them.

"Hey there ya little puffles." Kwazii smiled, the puffles bounced up and down agitatedly.

Then Kwazii noticed Peso's medical bag in the purple puffle's mouth,

"Wait that be Peso's medical bag, he's never ever without it, that scurvy Mutant Crab must have him." He gasped.

Yarr bounced over to PIXAR, Pinky and Purplepie, they squeaked to each other.

"What are they saying?" Kwazii asked,

"I don't know, Yarr may be able t'tell me." Rockhopper said as Yarr bounced back to him.

Yarr then did a series of bounces and squeaks, Kwazii had no idea what the puffle was doing, but the Captain seemed to understand at once.

"These puffles be sayin' that your penguin friend be captured in the forest. These puffle's owners went a' lookin' for him but were captured once they found him."

Kwazii picked up the medical bag, "Well this furry Mutant crab's messed with the wrong pirate's pals!" he turned to the three puffles,

"Can ya take me to them?" the puffles nodded in reply.

"Ok, lead the way puffles!" Kwazii shouted,

"Thanks for ya help Captain." He called back to Rockhopper as he followed the puffles.

"It be a pleasure Kwazii." Rockhopper shouted back.

"Come on Yarr we best be gettin' the island ready for the Holiday Party." He said as he returned to the Migrator.


	10. Chapter10: Operation:Barnacles-uncovered

Kwazii ran through the Dock, Town, Snow Forts, Plaza, and finally to the Forest, as he followed the puffles. The puffles then lead him through the forest to the dark cave,

"This must be the Lair of the Furry Mutant Crab." Kwazii whispered.

Suddenly a shadow appeared inside the cave, and out came Herbert talking to Klutzy, who was on his shoulders.

"THE GIANT FURRY MUTANT CRAB!" Kwazii cried as the puffles hid behind a bush.

Herbert looked at Kwazii rather confused, "No one's called me that in a long time, and I've never seen a cat here on the island before."

"I be no ordinary cat," Kwazii meowed, "I be Pirate Kwazii Cat of the Octonauts! Now what have ya done to my friend Peso, ya scurvy beast!"

"I'm no beast, I'm just a humble polar bear," Herbert said slyly removing Klutzy from his shoulders, "and I have no idea where your penguin friend is."

"Oh, you're just a polar bea...Wait, I didn't say that Peso be a penguin!" Kwazii frowned.

"Errm..." Herbert said uneasily,

"You be the one who captured Peso, and Captian Barnacles."

"No I'm not, and anyway Barnacles is at the Ski Village captured by the EPF..."

"Kwazii,_ Kwazii_, is that you, _you, you?_" Peso's voice echoed from inside the cave.

"Peso!" Kwazii ran to the cave, but instead he ran straight into Herbert, who blocked his way,

"Yeaow!" Kwazii looked up at the polar bear angrily.

"No one's going in there unless they're my captives," Herbert growled, "and you'll soon be one. Minions grab him!"

Crabs appeared from everywhere Kwazii seemed surrounded,

"You crabs know what to do once you've captured him. Now I'd better go, I've got an Octonaunt to impose as." Herbert smiled evilly as he picked up his bag and disappeared into the forest.

Little did Herbert know though, that the puffles PIXAR, Pinky and Purplepie, had crept inside while he'd been talking to Kwazii.

...

"Good work puffles" Eva smiled as the puffles passed her the cage keys. Peso and the four penguins were soon free,

"I think Kwazii's outside with Herbert, I hope he's ok." Peso said rather worried, as he took his bag from the puffles.

"You guys go outside and check on Kwazii, I'll stay here and try and figure out what Herbert's plans are from this notice board." Eva told them as they grabbed their spy phones. So they went outside while Eva and PIXAR looked at Herbert's plan board.

...

"Where's Kwazii?" Lennyice said as he looked around the clearing; no one was there.

"Oh no I hope Herbert hasn't got him." Prinsessrock gasped.

"YEOW!" Kwazii swung down from a tree vine and landed in front of the stunned penguins.

"Kwazii!" Peso smiled,

"Peso! You're ok me harty!" Kwazii turned to the two puffles,

"Thanks, little guys" he turned to the other penguins,

"You be the puffle's owners?"

"Yes this is Tweakbunny, and her friends Prinsessrock and Lennyice. Eva and her puffle are in the cave trying to figure out Herbert's plan." Peso explained.

"Herbert? Ya mean that scurvy polar bear, who sent those crabs after me?"

"Yes, but how did you escape the crabs?" Lennyice asked thrilled to meet the pirate cat.

"Well... I ran into the woods with the stampede of crabs chasin' after me. I know I couldn't out-run the scuttlin' little critters, but I could out-smart them! So I grabbed a vine and swung into the tree branches to hide. The crabs were soon confused, cause they could not find me, and disappeared into the forest, they seemed t' be headin' for the sea." Kwazii finished dramatically.

"Guys!" Eva and PIXAR ran out of the cave, "I think I've worked out what Herbert's going to do. I think... he's going to impersonate Captain Barnacles!"

"But why?" Prinsessrock gasped,

"To get onto the Octopod and escape the island, to somewhere warm!" Eva explained.

"Yarr, that polar bear said he was going to impersonate an Octonaut." Kwazii meowed.

"We have to tell the Octonauts and EPF!" Tweakbunny exclaimed.

"The EPF?" Kwazii looked puzzled,

"Long story, but they've captured Captain Barnacles thinking he's Herbert." Peso explained.

"Well we can't call the EPF, Herbert's messed up the phones." Lennyice sighed.

"But I can call the Octonauts on my communicator." Kwazii smiled.

Eva turned to the penguins as Kwazii called for backup, "Ok we'll meet some of the Octonauts at the beach and then rescue Captain Barnacles, I just hope we can convince the EPF."

Once everyone was ready, Eva shouted, "Ok everyone, lets WADDLE ON!"

"Meow, I'm a cat I can't waddle!" Kwazii pointed out,

"Well ok then, everyone let's MOVE OUT!" Eva cried, as the puffles lead the way out of the forest.


	11. Chapter 11: Double Trouble!

"Oh yes you have Herbert!" Rookie looked at Barnacles, who was most confused.

"No I haven't, I'm not Herbert." Barnacles tried to explain,

"Yes you are!"

"No I'm not!"

"Yes you are!"

"No I... sigh. Look, I don't have time for this, I need to find my friend, he's somewhere on this island, please release me so I can find him."

"The only companion you have is Klutzy, and four of our agents spotted him in the forest and..."

"Rookie, that's enough." Gary said firmly, lowering his spy phone, he'd noticed something,

"The four of our agents aren't here."

"What?" Rookie gasped,

"This isn't like them," Gary shuffled uneasily, "they should have been here by now." He turned to Barnacles and was about to question him, when...

The trees behind the Ski Lodge began to shake, and out came...another polar bear!

He looked like Captain Barnacles, only slightly taller and without a hat.

"Errrm" Rookie said very puzzled as the other agents stood flabbergasted.

"Ok who are you?" Barnacles asked,

"I'm Captain Barnacles Bear of the Octonauts." Herbert lied,

"What! I'm Captain Barnacles." Barnacles struggled in the net more confused than ever.

"No I am, your Herbert, you took my hat, and now you're trying to impersonate me and escape the island!" Herbert frowned.

"Wait a minute" Gary waddled up to Herbert and asked, "Who is Captain Barnacles, and who are the Octonauts then?"

"The Octonauts are a group of animals that Explore Rescue and Protect the Ocean, which I am part of. We explore the ocean in our submarine called the Octopod and look after animals."

"This doesn't sound very convincing." Gary adjusted his spectacles.

Then suddenly Barnacles broke free of the ropes and net using his strength.

"Ahhh!" Rookie cried as he fell over his feet while trying to run away.

"Agents don't let him get away!" Gary called as Barnacles ran towards the wilderness.

"Don't worry I've got him" Herbert told the agents as he ran after Barnacles, far outpacing the penguin agents.

He lunged at the captain and they rolled into the forest.

...

As Herbert got up from the forest floor, Barnacles realized who he was and gasped,

"Herbert! What are you doing here and why are you trying to impose as me?"

"As if you didn't know, I was the one who wanted to leave the cold north, but instead you went. You were always the leader in our games, you almost made me drown, you had so many friends, and my attempts to go somewhere warm only stranded me here. And now I'll finally be able to escape this miserable noisy penguin island." Herbert growled as he took Barnacles' hat off and put it on himself.

He then grabbed Barnacles, the captain tried to break free of Herbert's grip but Herbert was too strong.

"Herbert you don't have to do this, I was only trying to be friendl..."

"Be quiet!" Herbert snapped,

"I have minions not friends, like Klutzy here." Klutzy scuttled up and followed them as Herbert dragged Barnacles back to the Ski Village.

...

"Thank you," Gary told Herbert, "you don't know how long we've been trying to capture Herbert."

"Or the terrible things he's done to us." Rookie added,

"It looks like he's destroyed one of your building though." Herbert looked to the badly damaged Everyday Phoning Facility, which had been a secret entrance to the Elite Penguin Force Command Room.

"Yes Herbert destroyed it because it's the secret entrance to the EPF Command Room."

"Rookie..." Jet Pack Guy warned.

"Oh you mean the Everyday Phoning Facility's Command Room?" Herbert asked even though he knew the answer,

"Oh no, I mean the Elite P, Ouch!" Jet Pack Guy stepped on Rookie's foot.

"I don't know if we can trust this guy." JPG whispered,

"Well he caught Herbert, so we can trust him, can't we?" Rookie whispered back.


	12. Chapter 12: WAIT

"WAIT!" Prinsessrock shouted as she ran down to the Ski Village, Eva and their puffles by her side.

They were accompanied by Lennyice, Tweakbunny, Kwazii, Peso, Shellington, Tweak, and Tunip the Vegimal.

Herbert mumbled something to Klutzy, who then jumped on Barnacles head in reply.

"Ah here come my fellow Octonauts now." Herbert smiled, even though he felt rather shocked that the agents had escaped.

"Look it's Klutzy. That must be Herbert!" Rookie gasped.

"No I'm Captain Barnacles, I keep telling you." Barnacles turned to his friends while trying to shake Klutzy off his head.

"No I'm Barnacles!" Herbert growled back,

"But I am!"

"No I am!"

"I am!"

"No I AM!"

"And I'm Kwazii!" Kwazii yelled as he pounced on Captain Barnacles, "Ya scurvy Herbert!"

"Kwazii what are you doing?" Barnacles gasped, as Kluzty fell off and ran to the sea,

"Kwazii wait we don't know who's the real Captain Barnacles yet!" Lennyice exclaimed.

"Good to see you agents, I was getting a bit worried, why are you late? And I'm guessing your friends are the Octonauts?" Gary asked as Kwazii jumped back to the Octonauts.

"Yes that's right G." Eva began, "But the reason why we're late is because Herbert captured Peso, and then us when we tried to rescue him. Captain Barnacles Bear and Kwazii Cat came to the island looking for him, Kwazii found us, but Barnacles came here, as far as we're aware from your phone call G. Herbert found out that Barnacles was here, and he has been trying to impose as him from what I can tell." Eva looked to the two polar bears.

"So which one's Herbert and which one's Captain Barnacles?" Shellington Sea otter asked.

"I don't know?" Eva said puzzled, "Which one came here first?"

"That one, I presume." Gary pointed to Barnacles,

"But what if when they both went into the forest that Barnacles managed to capture the real Herbert?" Rookie wondered,

"Now it's even more confusing." Dot sighed.

"Yes I have my hat, I'm the real Captain Barnacles." Herbert lied again.

"Well prove it then!" Kwazii said,

"Yes prove it by telling us these Octonauts names." Prinsessrock asked.

Herbert gulped.

Barnacles smiled realizing what the penguins were doing, but gasped in shook as Herbert began to recite their names.

"Well, you're Kwazii Cat, you're Peso Penguin, you're Tweak Bunny, and you're Shellington Sea otter." Herbert smiled triumphantly.

Then Peso realized, "Oh no, I told Herbert each of the Octonaut's names when we were captured!"

"Well now we're stuck." Tweak sighed.

"Or maybe not..." Eva realized something, "You didn't say who this creature was." Eva picked Tunip up,

"Chipa chipa!" the Vegimal giggled.

"What is that? I've never seen anything like it!" Gary gasped in amazement.

"I would tell you, but the Captain knows who and what this is." Shellington turned to Herbert.

"Why don't you tell us Captain Barnacles?" Tweakbunny asked.

Herbert shuffled uneasily, "Well, why don't you tell Gary here what this cute creature is?" he asked Shellington,

"No I insist that you tell him Captain." Shellington insisted, "If you really are our Captain."

"Erm of course I am! Well, this creature is... is... umm... a vegetable animal?" Herbert said unsurely.

"What be his name then?" Kwazii asked.

"Umm..."

"I know!" Barnacles exclaimed, as he pulled away and escaped Herbert's grip,

"Because I am the real Captain Barnacles of the Octonauts." Tunip then ran to the captain,

"Chipa chipa!" he cried,

"Hello Tunip, nice to see you too." Barnacles stroked the Vegimal.

"That means..." Gary realized, "you're the real HERBERT!"

Herbert smiled evily, "You may have foiled this part of my plan agents!" He turned to the four friends,

"But this was only part of it! My crabs are taking over the Octopod as we speak! And I'll escape this island forever! MWAHAHAHA!" Herbert ran back into the forest, dropping Barnacles' hat along the way.

Jet Pack Guy flew after him followed on foot by some agents. But Herbert's laugh could still be heard in the distance as the agents returned empty handed.


	13. Chapter 13: Crab Invasion!

"Please accept our apologies Captain." Gary apologised to Captain Barnacles and held out his hand, "I am Gary the Gadget Guy, scientist of Club Penguin."

"Nice to meet you Gary," Barnacles warmly shook the scientist's hand, after picking up his captain's hat, "and after what I've heard from Rookie here, I'm not surprised that you wanted to catch him. But I think we'd better get a move on."

"Why?" Rookie asked.

"Because Herbert's crabs are going to take over the Octopod, so Herbert can escape." Eva explained.

"Well good riddance." Rookie smiled,

"Err Rookie, the Octopod is the Octonauts home." Prinsessrock said.

"Oh..." Rookie replied realizing what Prinsessrock had said.

Suddenly Barnacles Octo-compass's communicator rang,

"Octopod calling Captain Barnacles, come in Captain." Dashi appeared on the small compass screen,

"Barnacles here, what's wrong Dashi?"

"Crabs are surrounding the Octopod, they're getting in through every vent, some are already in the communications system; we may lose connection any min..."

"Dashi, Dashi? Come in Dashi." Barnacles stared at the blank screen; then he turned to the Octonauts.

"Tweak which Gups did you bring?"

"Well we came in the Gup C." Tweak explained.

"Ok get the Gups A and C ready then."

"I'll get them ready faster than you can say buncha munchy crunchy carrots!" she smiled as she ran back to the Beach.

"Ok Octonauts we need to rescue the Octopod," Barnacles announced,

"Umm Captain, I've just talked to the EPF Director; we have a plan. As we've dealt with Klutzy and Herbert's crabs before, maybe some of our agents can go with you and help?" Gary asked the captain.

"Ok, that's a good idea, so who's coming?"

"Us!" Prinsessrock, Eva, Tweakbunny, and Lennyice shouted at once.

"And Me!" Rookie called, Gary looked at him remembering the mishaps he'd caused in previous missions,

"Please, may I go?" Rookie pleaded, there was a pause then,

"Ok, but be careful, and agents, please keep in contact using your spy phones."

"Got it, thanks G!" Rookie ran to the Octonauts.

"Got it G." Eva nodded.

Gary turned to Jet Pack Guy and Dot, "Ok, Jet Pack Guy, fly around the island and keep an eye out for Herbert, Dot disguise yourself and do the same. I'll wait at the Beach, and keep in contact with the agents and Octonauts."

"Got it G!" the two agents replied.

"Why don't our puffles can search the island too G?" Tweakbunny suggested.

"That's a good idea agent." Gary smiled.

Captain Barnacles looked to the penguins, "Ok Octonauts and EPF agents let's do this!"

...

Soon the Gups were under the sea heading towards the Octopod, Kwazii was in the Gup C with the four agents and Rookie, while Barnacles was in the Gup A with the Octonauts.

"Can I drive?" Rookie asked Kwazii,

"Umm, no I think it would be better if I drive matey." He replied.

Rookie sat down looking downcast, "No one seems to trust me." Rookie sighed,

"Maybe you need to act less like a rookie and more like an agent?" Eva suggested.

"But I'm always making mistakes."

"Rookie, we all make mistakes, learn from them and move forward, don't look back." she smiled gently.

Suddenly Shellington's voice was heard over the speaker, "Kwazii we're approaching the Octopod. It should be just over that sand ridge"

Prinsessrock reported back to G, as the Octopod came into view.

"Jumping Jellyfish! I've never seen so many crabs!" Shellington exclaimed.

The Octopod was covered on crabs trying to get inside. "Ok Octonauts and Agents lets suit up and go outside." Barnacles ordered.


	14. Chapter 14: Into the Octopod

Soon everyone was suited up with helmets and air tanks, ready to go outside. The agents were so excited to be helping the Octonauts, even Rookie. Everyone swam out of the Gups and looked at the Octopod.

"We need to figure out how to get rid of all the crabs without hurting them." The Octonaut captain explained,

"G do you have any ideas?" Prinsessrock asked through her waterproof spy phone.

"Hmmm, maybe if you get inside and navigate the submarine 360 degrees constantly you could..."

"Umm, Gary could you say it in English please." Prinsessrock interrupted,

"I mean you could drive the ship around in circles which would..."

Gary was interrupted by Shellington, "...make the crabs so dizzy that they fall off! Excellent idea Gary!"

"But what about the crabs that have got inside?" Lennyice asked,

"Hmmm, I don't know agent, I'll think about it. By the way how's Rookie doing?" Gary asked,

"He's ok, just a little freaked out about being so deep underwater." Eva looked over to Rookie, who was struggling to swim upright.

"Gulp, this reminds me too much of the Underwater Expedition, and how I accidently sunk half the island with anvils!" Rookie mumbled to himself.

"Other than that he's fine." Eva concluded,

"Ok agents keep me informed." Gary then signed off.

"Ok, let's find a way into the Octopod!" Barnacles exclaimed.

...

The agents and Octonauts swam to the Octopod,

"I hope Dashi and Inkling are ok," Peso looked up at the crabs, "and how are we going to get inside?"

"By using the front door." Barnacles replied,

"You're pullin' my tale captain!" Kwazii laughed.

"No Kwazii, the crabs haven't found the front door yet." Barnacles swam forward and opened the door at the foot of the Octopod.

"Well, they're not very smart creatures!" Rookie giggled.

"Umm, I think they'vea' spotted the front door now Cap." Tweak ears went in a twist as she pointed to the crabs descending towards them.

"Quick everyone inside!" Barnacles called as they followed each other inside.

"Come on Peso" Kwazii called as he reached the door,

"I'm coming!" Peso gasped as the crabs came closer and closer.

Kwazii reached for Peso's flipper and...

"Got ya!" he pulled Peso inside and slammed the door, the crabs crashed into a pile outside the locked door.

'This reminds me of the Octonauts Newsletter.' Prinsessrock thought to herself.

"I don't know how long that's goin' ta' hold them." Kwazii told his friends.

"Well we'd better get a move on then." Captain Banacles said as he swam towards the surface of the Launch Bay.

The Octonauts clambered out of the water, followed by the agents, and deactivated their helmets.

Eva got her spy phone out, "Ok G, we're inside the Octopod..."

"KLUTZY!" Rookie cried, making everyone jump.

He ran towards the crab sitting on a lever on the control panel,

"Wait, that's the..." Tweak's warning was too late, Rookie lunged at Klutzy, missed, and accidently pulled the lever.

"...the lever to open the Launch Bay doors." Tweak finished.

"Ooops, sorry" Rookie apologized as Klutzy ran up a ladder.

"We'd better get to HQ." Barnacles looked down into the water; the army of crabs were swimming towards them,

"And Fast!"


	15. Chapter 15: DJ Rookie?

They all climbed up the ladders and into the Octopod HQ,

"Dashi! Inkling!" Barnacles ran over to the two Octonauts tied up in their chairs.

"What h, happened?" Peso stammered,

"Some crabs came in here and tied us up, they've disengaged the Auto pilot and have been trying to take control of the Octopod. I don't know why." Dashi said confused as Barnacles untied her.

"They're doing it for Herbert P. Bear." Barnacles explained,

"Wait, you mean that Polar bear you were friends with from the north? How did he end up here?" Professor Inkling was surprised,

"Long story, but he wants to take over your ship so he can escape to somewhere warm." Prinsessrock explained.

"Umm guys..." Tweakbunny pointed to the other end of HQ, there stood Klutzy with an army of crabs behind him.

"Oh dear, it's Klutzy!" Peso shivered.

"Yarr, ya scuttlin' crabs don't scare me!" Kwazii ran towards the sea of crabs, only to trip over one of them and be tied up to a chair.

"Umm Kwazii maybe you should have waited until we had a plan." Lennyice told the cat,

"Meaow! Now ya tell me?" Kwazii struggled in the chair.

"Do we actually have a plan Captain?" Peso looked up to Barnacles,

"No I'm afraid we don't unless Gary has one."

Eva pulled her spy phone out, "Gary, umm, all the crabs have come inside the Octopod, and are surrounding us as we speak, do you have any idea what we can do?" she asked,

"Remember what the Director said, 'Be resourceful, Be remarkable, Be ready.' That's the only advice I can give you." Gary replied solemnly.

"Ok G." Eva put her phone back in her pocket.

"What did G say?" Prinsessrock asked,

"Be resourceful, Be remarkable, Be ready." Eva replied as the crabs came closer and closer.

Prinsessrock smiled "Ok, let's do this!"

Even though they knew that they were outnumbered, the four friends still worked together, and they managed to knock some crabs back down the ladders. Rookie watched the agents as they worked together,

"I wish I could be more of an agent than a rookie." He sighed.

But the crabs came back and continued to surround them,

"We can't get rid of them." Lennyice cried,

"I know they just keep coming back!" Prinsessrock exclaimed.

"What shall we do?" Tweakbunny asked frightened,

"I don't know..." Eva sadly replied.

'Maybe I can help...' Rookie thought to himself, '...be brave Rookie, your friends need you.'

He stepped towards the army of crabs, Klutzy stood before him and clicked his pincers.

"I, I'm n, not, afraid of you." Rookie shakily stammered, suddenly Klutzy jumped towards him,

"Ahhh!" he cried and fell backwards onto the control panel, knocking a remote control to the floor.

'Beep, beep, beep, beep...' the remote control button went, Klutzy stopped.

Rookie opened his eyes,

"Kaclick, Kaclick, Kaclick..." Klutzy clicked in time to the beeps, as he did a little jig.

"Huh?" Rookie gasped as the other crabs joined in and started dancing.

The Octonauts and the other agents looked at Rookie, rather bemused. Rookie got up and accidentally pressed a button on the control panel, 'Beeeeep' it went; the crabs reacted to it and clicked again.

"Hmmm." Rookie wondered, and began pressing more keys and buttons, creating a tune. The Octonauts and agents stood flabbergasted as they watched Rookie play the 'key-board', and the crabs dance to the tune.

Suddenly Eva's spy phone rang, it was Gary, "Agents are you ok?"

"We're fine; Rookie's distracted the crabs by playing a tune, with the buttons on the control panel!" Eva exclaimed in awe.

"Well that's amazing! And wonderful news! But I have more urgent news to tell you, Herbert's been spotted heading towards the Beach."

"Ok G. Hmm, I think I have a plan to surprise our polar bear impostor." She explained.


	16. Chapter 16: Herbert's surprise

Herbert paced cautiously up and down the Beach, he was getting impatient; the crabs should have been here by now with the Octopod. He didn't want to get caught by the Elite Penguin Force. He couldn't believe that even though he'd destroyed the EPF HQ not that long ago, that agents were still loyal to its cause and already rising against him again. He still couldn't believe that some agents had saved Club Penguin from his rule, without their precious Director or fellow agents. Those agents would pay some day for humiliating him.

'Although' Herbert thought, 'If I escape the island now, I won't get my revenge on those puny penguins. Hmm, it doesn't matter though, because I'll be free! I'm going to have a real Christmas Holiday! HAHA!'

Suddenly he noticed something rising out of the water; it was the Gup-X! The Gup came to rest near the Beach shoreline

"Ahh. Finally, wait I thought the Octopod was shaped like an octopus, this ship is shaped like a horseshoe crab? Oh well I guess this must be one of its smaller submarines."

Herbert spotted Klutzy through the window, "What took you so long Klutzy? Klutzy? Klutzy! Why are you dancing?"

He noticed that all the crabs were dancing, "Why are you all dancing on the job?! Hey come back here I haven't finished yet!"

the Gup-X raised itself up from its treads , so that the crabs were out of Herbert's sight.

Suddenly a hatch opened underneath the Gup and out jumped Klutzy holding the remote, followed by all the crabs.

"Klutzy, what are you doing?!" Herbert growled, then he heard the beeping noise,

'Beep, beep, beep...' the remote went,

"Grrrr, not again!" Herbert snatched the remote and stopped it from beeping.

'Beep, beep, beep...' something was still beeping, then more he heard more beeps, Herbert looked up.

"YOU!" Herbert cried in rage as crabs danced around him,

"Hey Herbert, like my tune?" Rookie laughed as he pressed more buttons on the control panel, "your crabs seem to!"

"Grrr! When I get my paws on you..."

"FREEZE HERBERT!" Eva shouted as she jumped out of the Gup, followed by her three friends and the Octonauts.

"GRRRRR!" Herbert growled in anger as more agents surrounded him. Gary came out from inside the Lighthouse while Jet Pack Guy flew down from the sky, and Dot stepped out of her snow-penguin disguise.

"SURPRISE!" they all shouted.

"NOOO!" Herbert gasped, while his minions continued to dance to the funky music Rookie was creating.

"Ok Herbert are you going to come quietly, or not?" Prinsessrock asked,

"Never!" Herbert roared.

"Ok." Jet Pack Guy zoomed over and dropped a wooden crate on top of Herbert's head,

"Aaaaa, I can't see!" Herbert stumbled this way and that,

Rookie then came down from the Gup-X and grabbed the remote control Herbert had dropped. He pressed the switch and made it beep again, and then taped the remote to the box on Herbert's head.

"Arrgh what's that annoying beeping sound?" Herbert said confused as the dancing crabs began to follow him. Jet Pack Guy grabbed some rope, and he and Barnacles quickly tied Herbert up.

"Good work agents and Octonauts." Gary congratulated them.

"Thanks for your help EPF agents." Barnacles replied, "But I have a question, what is the EPF?"

"Well the Elite Penguin Force is a secret agency that protects the island from danger; I'm the agency's scientist. For the last couple of years we've thwarted Herbert's selfish plans, although at a cost." Gary pointed to the damaged Facility in the distance.

"Bada Boo!" Tunip exclaimed urgently pulling Gary's sleeve, but he just carried on talking,

"This is Jet Pack Guy, our eye in the sky, and this is Dot our disguise expert, oh and here comes PH our Puffle expert." Gary waved to a brown penguin wearing an explorer outfit, coming from the Dock.

PH waved back, three puffles were following her, "G'day mates! Wow nice ship ya got there."

PH smiled at the Octonauts.

"Umm Gary where's Herbert?" PH asked,

"What! He's gone!" Gary exclaimed.

"Bada Boo!" Tunip pointed to the crowd of agents running towards the Ski Village, following a crowd of crabs.

...

By the time the Octonauts and other agents reached the Ski Village Herbert had already gone.

"Well for a big bear he's a fast runner." Lennyice puffed.

"Yeh, he certainly is, even when his arms are partly tied and he can't see." Prinsessrock agreed.

"Well he did bump into the ski lift pole before he ran into the forest." Tweakbunny giggled.

"Yeh, and it's funny that the crabs were still dancing as they followed him." Lennyice laughed.

Eva saw the crowd running towards them.

"Sorry G, but he's gone." Eva explained to the scientist as he ran up to them, "I don't think the ropes were tied tight enough."

"Well you tried your best agents, and we're thankful for that." Gary told them.

"Well Herbert's escaped again." Dot sighed.

"We'll catch him another time." Jet Pack Guy said reassuringly as they all waddled back to the Beach.


	17. Chapter 17: Farewell Octonauts

"Well thanks again for your help agents." Barnacles smiled, and turned to Rookie,

"Even though you mistook me for Herbert, thank you for saving the Octopod young penguin."

"Yes Rookie, thanks to your quick thinking you save their ship" Gary congratulated him; Rookie beamed.

"Maybe I'm not such a roooooookie!" Rookie tripped over his feet and fell in the snow,

"I don't think you'll ever stop making mistakes, and being a rookie Rookie." Prinsessrock giggled, "But that doesn't stop us from loving you."

"Yeh, you're a one of a kind, Rookie." Eva smiled.

Barnacles then turned to the four friends, "Thank you for rescuing Peso and me."

"You're welcome. By the way, I'm Walle N Eva, call me Eva for short." Eva replied, as she and her friends finally took their spy glasses off.

"I'm Tweakbunny," "and I'm Prinsessrock," "We're big fans of the Octonauts." Tweakbunny and Prinsessrock exclaimed.

"Yes! And I'm Lennyice." Lennyice added,

"Well nice to meet you all." Barnacles smiled shaking each of the penguin's hands.

PH waddled over to the four friends, "Here are ya puffles; they did a great job tracking down Herbert." She said as she handed the three puffles to their owners.

"Thanks PH, good to see you again." Eva smiled as she stroked PIXAR.

"Good ta see ya too!" PH waved as she went over to talk to Dot.

"Well Prinsessrock, I guess you'll want to get back to your Octonaut Newsletter after this." Eva turned to her friend,

"No, I don't, I found out the ending to the newsletter myself today!" Prinsessrock giggled.

"What a marvellous machine!" Gary stood before the Gup-X,

"Yep, I designed and made that Gup, with a little help from the Vegimals." Tweak smiled.

"Wow, what is it made of?"

"It has an unbreakable outer-shell made out of extremely strong metal."

"Interesting, I'm building a vehicle and I need it to be very durable do you have any tips?"

Tweak was about to reply when Shellington came over, "Umm, Gary are you a scientist?"

"Yes I am, are you?" Gary replied.

"Yes, and I have much to ask you about these strange creatures you call puffles."

"And I have some questions about Tunip, you call him a Vegimal?" Gary, Shellington and Tweak were soon deep in conversation.

Barnacles turned to Peso and Kwazii, they whispered for a few minutes, and then turned back to the penguins.

"Rookie, Eva, Prinsessrock, Lennyice and Tweakbunny, for your help in saving me, Peso and the Octopod, we would like you to keep the Octonaut gear." Barnacles smiled.

"Thank you captain." Rookie saluted Barnacles.

"Well, This will be useful if Rookie ever sinks half the Island again." Eva laughed,

"Did you have to remind me of that?..." Rookie said embarrassed, everyone laughed.

"Well what's going on here?" A green penguin with a pink hat and glasses waddled over to the crowd.

"Hey it's the D...ouch" Prinsessrock rubbed her foot, which Eva had deliberately stepped on,

"Oh are you ok Prinsessrock?" Eva pretended to ask, and then turned to the green penguin,

"I think my friend was going to say that, it's Delightful to see you again Aunt Arctic."

"Nice to see you too princess." Arctic winked, Prinsessrock blushed.

"Oh hello Aunt Arctic, these are the Octonauts." Gary introduced them,

"Oh hello, I'm Aunt Arctic, chief newspaper editor for the Club Penguin Times." Arctic shook the Octonaut's hands.

"Nice to meet you Aunt Arctic." Barnacles smiled,

"So what brings you to the island?" Arctic got her notebook out,

"Well we just came for an unexpected visit I guess. Penguins will be able to find out where we've been up to in the next issue of the Octonauts Newsletter." Barnacles explained,

"Oh ok, well I won't need to publish it in the Club Penguin times then." Arctic put her notepad away and looked at her watch,

"Oh dear look at the time, I'd better go, there's lots to do at the Office. Nice meeting you. Bye!" and with that Arctic was off back to the Town.

"Well she seems very busy." Peso remarked.

...

"Arrrr, G'day Aunt Arctic!" Rockhopper lifted his hat as she waddled passed,

"Good day Rockhopper." Arctic waved as he went back to the Beach.

"Yarr, look there be Kwazii!" the pirate captain exclaimed to his puffle as he ran over to the cat.

"Hey there Captain Rockhopper!" Kwazii smiled and jumped over to him.

"ARRR! Be that the Giant Crab monster!" Rockhopper gasped looking at the Gup-X.

"No matey, that be one of my ships, the Gup-X" Kwazii laughed.

"The Gup-X?" Rockhopper said bewildered,

"Yes, she be a fine submarine, the strongest Gup of them all!" Kwazii explained.

"Arrr, I see, well I better get going, still got lots to do before the Holiday Party." Rockhopper said as he went back to his ship.

"Hey why don't you stay for Christmas?" Prinsessrock asked the Octonauts, overhearing Rockhopper's conversation.

"We'd love to, but we were going to see Peso's family for Christmas, at the Antarctic. And we'd better get going now, if we're going to make it for Christmas" Barnacles explained.

"Oh ok, well it's been lovely meeting you." Prinsessrock sniffed as she hugged Peso,

"It's been lovely meeting you too." Peso replied.

The agents and Octonauts shared hugs and farewells.

"Have a safe journey." Eva smiled sadly.

"Oh wait Octonauts!" Gary exclaimed running over to Peso. "Here's a spy phone, it'll keep you updated to what's going on here, and also you'll be able to communicate with us whenever you want."

"Oh, that would be wonderful, thank you Gary." Peso beamed.

"Now we'll be able to keep in touch!" Prinsessrock smiled.

"Oh, I've got an idea!" Eva gasped, "Let's have a group photo before you go Octonauts!"

"Great idea Eva!" Barnacles eclaimed. So Dashi set her camera up and everyone got into position.

"Ok everyone say Happy Christmas on three." Dashi said as she set the timer and ran into position.

"1, 2, 3!"

"HAPPY CHRISTMAS!"

* * *

**As I said near the beginning of this story. It's based around the time, two weeks after Operation: Blackout; just before the 2012 Holiday Party. Please Read and Review, but no swearing, thanks. This is so long, kinda got carried away... ;)**

**Anyway... Hope you enjoyed this story as much as I enjoyed writing it. :)**

**- Walle N Eva**


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